This book constitutes a major reappraisal of the late Anglo-Saxon state on the eve of its demise. Its principal focus is the family of Ealdorman Leofwine, which obtained power in Mercia and retained it throughout an extraordinary period of political upheaval between 994 and 1071. In doing so it explores a paradox: that earls were extraordinarily wealthy and powerful yet distinctly insecure. The book contains the first extended treatment of earls' powers in late Anglo-Saxon England and shows that although they wielded considerable military, administrative and political powers, they remained vulnerable to exile and other forms of political punishment including loss of territory. The book also offers a path-breaking analysis of land tenure and the mechanics of royal patronage, and argues that the majority of earls' estates were held from the king on a revocable basis for the duration of their period in office. In order to compensate for such insecurities, earls used lordship and religious patronage to construct local networks of power. The book uses innovative methods for interpreting the representation of lordship in Domesday Book to reconstruct the affinity of the earls of Mercia.It also examines how the house of Leofwine made strategic use of religious patronage to cement local power structures. All this created intense competition between the earls of Mercia and their rivals for power, both at court and in the localities, and the book explores how factional rivalry determined the course of politics, and ultimately the fate of the late Anglo-Saxon state.